Standard Terms and Conditions of Trading

1. Definitions

1.1. “Customer” means the individual or organisation who agrees to buy the Goods from the Vendor.

1.2. “Agreement” represents the entire understanding between the Vendor and a Customer regarding the purchase of Goods. The “Agreement” is collectively formed by these Standard Terms and Conditions, the Vendor’s written sales order confirmation, the Vendor’s pro forma invoice, and any matters confirmed in writing as per clause 2.4.

1.3. “Goods” means the items that the Customer agrees to buy from the Vendor under the Agreement.

1.4. “Vendor” means Gifts Industries Limited of Room 6, 16/F., Kin Wing Industrial Building, No.33 Kin Wing Street, Tuen Mun, Hong Kong.

2. Conditions

2.1. These Standard Terms and Conditions of Trading apply to all contracts between the Vendor and the Customer for the sale of Goods. No other terms or conditions will be effective unless agreed in writing by the Vendor.

2.2. Any request made by a Customer to purchase Goods shall not be binding until accepted in writing by the Vendor. Similarly, any offer made by the Vendor shall not be binding until determined in writing by the Vendor.

2.3. The contract for sale/purchase between the Vendor and a Customer shall be final and binding upon the earlier dispatch (by post, e-mail and/or by telefax) by the Vendor of our written sales order confirmation (which is issued subject to these Standard Terms and Conditions) and our pro forma invoice (which is issued subject to these Standard Terms and Conditions).

2.4. Promises made by, or arrangements made with the Vendor shall not be binding unless these have been confirmed by the Vendor (excluding any Agent) in writing.

2.5. These Standard Terms and Conditions, our written sales order confirmation and/or our pro forma invoice and any matters confirmed in writing in accordance with the above, represent the entire agreement between the Vendor and a Customer in respect of the purchase of Goods by a Customer.

2.6. Any variation or amendment to these Standard Terms and Conditions shall be valid only if agreed between the parties in writing. Termination of these Standard Terms and Conditions by the Customer will only be valid upon the Vendor’s agreement to such termination in writing.

2.7. These Standard Terms and Conditions of Trading can only be varied by mutual agreement in writing.

3. Price

3.1 All listed prices for Goods exclude any applicable taxes and levies, including value added tax or other sales taxes (“VAT”) (“Prices”).

3.2 The Customer is responsible for paying any VAT or additional taxes and levies, which may be charged on top of the Prices.

3.3 The Vendor reserve the right to increase prices only if the price increase is due to a delay or other issue caused by the Customer. In such cases, the Customer is not entitled to terminate the Agreement.

4. Delivery

4.1. The Vendor will notify the Customer of the anticipated delivery date (“Delivery Date”) when the Goods are ready for shipment. Unless otherwise agreed, delivery is “Ex Works” (EXW) Hong Kong per the latest Incoterms edition at the time the purchase contract becomes binding.
4.1.1. Any delivery date provided by the Vendor is an estimate only and does not constitute a condition, warranty, or other term of the Contract.

4.2. If delivery is prevented by circumstances beyond the Vendor’s control, or if the Customer fails to accept delivery, the Vendor may either retrieve the Goods or store them at the Customer’s expense and risk. The Customer must continue to fulfill its obligations under the Agreement as though delivery had taken place.

4.3. The Customer must comply with all applicable regulations and legislation, including obtaining necessary customs, import, or other permits to purchase and import the Goods from the Vendor.

5. Payment

5.1. The Vendor will notify the Customer of the anticipated delivery date (“Delivery Date”) when the Goods are ready for shipment. Unless otherwise agreed, delivery is “Ex Works” (EXW) Hong Kong per the latest Incoterms edition at the time the purchase contract becomes binding.
5.1.1. Any delivery date provided by the Vendor is an estimate only and does not constitute a condition, warranty, or other term of the Contract.

6. Liability and Complaints

6.1. The Customer may request samples of the Goods at their expense. If no samples are requested before ordering, the Customer is deemed to have accepted the quality and condition of the Goods.

6.2. Complaints or claims can only be made regarding:
6.2.1. Quantity, weight, or specification of the Goods.
6.2.2. Nonconformity with samples provided by the Vendor (“Defective Goods”).

6.3. The Customer must inspect all Goods upon delivery.

6.4. Complaints about defect, quantity, weight, or specification must be made in writing within 72 hours of delivery, including a detailed description of the issue. Failure to do so will be considered acceptance of the Goods.

6.5. The Customer cannot make claims if:
6.5.1. The Goods have been processed or are not identifiable as originating from the Vendor.
6.5.2. Defects are due to normal wear and tear, improper use, storage, or maintenance.
6.5.3. The Customer has not allowed the Vendor to investigate the claim or has not complied with the Agreement’s terms for making complaints.

6.6. ⁠For parts or Goods obtained from third parties, the Customer’s claims are limited to those the Vendor can make against the manufacturer/third party. The Vendor will transfer its rights to the Customer to enable direct claims against the manufacturer/third party. The Customer cannot assert rights against the Vendor if they can claim against the manufacturer/third party.

6.7. In the event of a complaint or claim, the Vendor may, at its discretion:
6.7.1. Repair the Goods; or
6.7.2. Replace the Goods; or
6.7.3. Issue a credit note to the Customer for the price of the defective Goods.

7. Invalidity

7.1. If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.

8. Dispute Resolution

8.1. Any dispute or difference arising out of or in connection with this Agreement shall be referred to and determined by domestic arbitration at Hong Kong International Arbitration Centre in accordance with its Domestic Arbitration Rules. The Vendor and the Purchaser further agree to adopt the provisions under Schedule 2 to the Hong Kong Arbitration Ordinance (Cap. 609, the Laws of Hong Kong).

9. Governing law

9.1. This Agreement shall be governed by, and construed in accordance with, Hong Kong law.